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1. Introduction and Opening Comments
2. Get Happy
3. Jay Leonharts Introduction
4. Cotton Club Medley
5. Commentary on Arlens Influence on Jazz
6. Between the Devil and the Deep Blue Sea
7. Commentary on Improv of Arlens Compositions
8. Last Night When We Were Young/A Sleepin Bee
9. Discussion of Capote and the Jewish Influence on Arlen and Jazz
10. Lets Fall in Love and Outro to First Half
11. Blues in the Night
12. Commentary on Arlens Incorporation of the Blues
13. Come Rain or Come Shine
14. Discussion of Harmony and Songs for the Wizard Oz
15. Over the Rainbow/Ding-Dong! The Witch Is Dead
16. Closing Credits